Loading...
HomeMy WebLinkAbout2016-544-E Emergency Svc - Eaton Corporation - UPS Services Contract DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61C37DFF7A03 Powerin9 BUSMOSS Eaton UPS Service Cart: 117461-1 Telai Kaplan, Cart Date: 05/24/2016 Eaton Corporation (Effective until 07/08/2016) 8609 Six Forks Rd Raleigh, NC 27615 Contract#5864 919-870-3132 Email:telaikaplan @eaton.com Prepared For: For Covered Equipment at Site: Billing Contact: Kevin Medlin, Site Contact: Kevin Medlin, Billing Company: ORANGE COUNTY Site Company: ORANGE COUNTY 510 MEADOWLANDS DR 510 MEADOWLANDS DR HILLSBOROUGH, NC 27278 HILLSBOROUGH, NC 27278 Email: kmedlin @orangecountync.gov Email: kmedlin @orangecountync.gov We are pleased to provide the following services proposal for your power quality equipment. Please refer to the Scopes of Work (SOW)for descriptions of service coverage and exclusions. Eaton Corporation terms and conditions (Eaton Corp. Service Agreement T-0 attachment)govern this proposal, and any purchase order submitted to Eaton pursuant thereto. Additional or different terms proposed by Buyer,whether in its purchase order or otherwise, shall not be binding upon Eaton Corporation and are hereby rejected unless expressly agreed to in writing by Eaton Corporation. Serial Number New/Renewal Model Description Battery Type, Quantity Coverage Type EB283CBA01 R 9390-40-80 VRLA Sealed, 40 Flexible Quantity 1, Eaton 9390-40-80, VRLA Sealed, 40 Coverage Start Date: 7/1/2016 Coverage End Date: 6/30/2017 Term: 1 Year Flex: 4 Hr Rsp, 7x24 Cvg Only(FL47NXXX-0080) • After Hours (7x24)w/Parts&Labor • 4 HR Response Time • lx per term: UPS Preventive Maintenance,After Hours (7x24)(0005NXXX-0080) • lx per term: Sealed Battery Preventive Maintenance,Any Time (0005NSXX040) • EOSL Status Active Supporting Documents:T-0,X-1, R-2, R-5, R-30, R-10 Site Location Model Serial Number Quantity ORANGE COUNTY 9390-40-80 EB283CBA01 1 Subtotal: 1 Grand Total Price: $6,345.00 • Contract Payment Terms: Net 30 days, Billing Cycle: Payment Upfront • Important Tax Notice: Tax is not included in the above purchase price. All orders will be subject to all applicable sales tax unless a current tax exemption certificate is on file covering the state shown in the ship-to address or service equipment location. • To purchase(renew)your service contract, please sign and date below. Return all attachments with purchase order to: Eaton Corporation, 8609 Six Forks Road, Raleigh, NC 27615, Tel 800/843-9433, Fax 800/228-1899. • Make Payments to: Eaton Corporation, PO Box 93531, Chicago, IL 60673-3531 Bonnie Hammersley County Manage r9/28/2016 Accepted By: Name Title Date Purchase Order Number Print Name: Eaton Corp.Support Agreement: 1 of 1 Rep:Telai Kaplan, 5/24/2016 UPSS SERVICE QUOTE-10 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 ADDENDUM TO EATON CORPORATION SERVICE AGREEMENT TERMS AND CONDITIONS (T-O) This Customer Addendum modifies the Eaton Corporation Service Agreement — Terms and Conditions (T-O) ("Agreement") between Eaton Corporation ("Contractor") and Orange County ("Customer"). The Customer Addendum takes precedence over all other conflicting terms and conditions of the Agreement. This Addendum supersedes and modifies the attached Agreement. This Addendum is attached to the Agreement is hereby incorporated by reference into that Agreement as if had been set out therein. 1. Revision to Section 8. Term and Termination: The term of this Agreement shall commence on September 30, 2016 ("Effective Date") and expire three (3) years from the Effective Date ("Term"). If UPS Services are purchased during the Term ("Service Agreement"), the Service Agreement purchased shall expire at the end of the quoted term unless the Service Agreement is earlier terminated in accordance with the terms of this Agreement. Customer will be provided written notice of renewal of the Service Agreement sixty (60) days prior to its expiration, stating the prices for the applicable renewal term. In the event Customer elects not to renew the Service Agreement, Customer shall provide thirty (30) days written notice prior to the expiration of the Service Agreement. Notwithstanding the foregoing, Customer or Contractor may terminate this Agreement or a Service Agreement at any time upon thirty (30) days written notice to the other, subject to Section 16. 2. Revision to Section 11. Warranty: Line 5 "this Agreement or for a period of ninety (90) days from the completion date of repair or replacement of parts or materials, whichever is longer" shall be revised to "the paid Service Agreement or for a period of ninety (90) days from the completion date of repair or replacement of parts or materials, whichever is longer." 3. Add to the end of Section 14. Indemnity. "... to the maximum extent permitted by North Carolina law. No section of the Agreement is intended to create a waiver of Customer's rights or privileges as a sovereign entity. 4. Add to 21. General: Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws,policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 5. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either 1 Addendum Rev. 6/2016 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61C37DFF7A03 Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 6. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. 7. Signatures: This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. DocuSigned by: /^---DocuSigned by: FEA,C ti I "c0-40,Givi4tx F6620,41AwturStui 26B85EC146ED4CC... �—©037994 B7`5E477 Bonnie Hammersley, County Manager 2 Addendum Rev. 6/2016 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 111111111111111 111111111r.. Powering(usurers Vlri�ridW* Electronics (UPS Power Module, DC, PDU, Flywheel) Preventive Maintenance Scope of Work Attachment R-2 This scope of work is shared by the following power quality equipment types: Eaton UPS, Eaton PDU/PDR/RPP/STS, Eaton DC,Vycon Flywheel and Non-Eaton equipment (MVS). Note the applicable features vary by type of equipment being contracted and additional scopes of work may be required. The following is an outline of general checks performed during an Eaton®Preventive Maintenance of the Eaton UPS Power Module normally performed by Eaton field service personnel. All checks are designed to be performed during off line operation, in the bypass mode. All checks or processes may not be applicable to all equipment types or models. 1. Visual Inspection a. Inspect all printed circuit board connections for cleanliness, swab contacts if necessary. b. Inspect all power connections for signs of overheating c. Inspect all subassemblies, bridges and legs for signs of component defects or stress d. Inspect all DC capacitors for signs of leakage e. Inspect all AC capacitors for signs of leakage f. Inspect and inventory all customer-owned spare parts g. Inspect for, and perform as required, any open engineering changes h. If work is completed under a PowerTrustTM Ultra contract, inspect battery monitoring system 2. Internal Operating Parameters a. DC Ground Detection Offset(if applicable) b. Inverter leg current average balance (if applicable) c. Output filter current average phase balance d. Rectifier bridge current average leg balance e. AC Protection settings are checked f. DC Protection settings are checked g. Input and Output Frequency and Voltage Bandwidth settings are checked h. Verify DC filter capacitance i. Verify AC tank and trap filter capacitance j. Power Supply voltages and waveforms k. Update firmware as necessary with customer approval (parts if required are included at no charge under service agreements with full parts coverage, otherwise billable) I. Evaluate Field Service Bulletins (FSBs)for potential updates (parts if required are included at no charge under service agreements with full parts coverage, otherwise billable) 3. External Operating Parameters a. System Input Voltages (all phases) b. System Input Currents (all phases) c. DC Charging Voltages (float and equalize), record settings, adjust to nominal d. Rectifier phase on and walk up e. Inverter phase on and walk up Scope of Work Attachment R-2 Revision 10/14 Page 1 of 2 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 111111111111111 111111111r.. Powering(usurers Vlri�ridW* f. Adjust all panel meters to measured values g. System Bypass Voltages (all phases) h. Manual and UV Transfer Testing, verify uninterrupted transfer waveform (if applicable) i. Outage simulation, and battery capability testing, and verify charger current limit j. Generator operation and interface verification (if applicable) 4. Environmental Parameters a. UPS area ambient temperature and condition of ventilating equipment b. General Cleanliness of UPS Power Module c. General Cleanliness of UPS area d. Replace air filters as applicable and necessary(parts if required are included at no charge under service agreements with full parts coverage, otherwise billable) e. Clean outside of UPS including control panel/CRT screen f. Flywheel only: Drain oil and change oil and filters NOTE: One (1) oil and filter change per year. 5. Battery Cabinet Checks a. General appearance of Battery System (all types) b. General cleanliness of Battery System area (all types) c. Inspect cells for physical abnormalities d. Inspect all DC connections for abnormalities e. Battery System area ambient temperature and condition of ventilating equipment f. For internal batteries only measure and record: i. Overall battery float voltage ii. Charger output current and voltage iii. Negative terminal temperature of one cell/battery per battery cabinet shelf or rack tier iv. Momentary load testing of cells < 100 watts (e.g. 9E, 9x55, not 9330) 6. Monitoring System Parameters a. Alarm archive review and printing b. Alarm lamp test-local and remote (if applicable) c. Replace all open monitor bulbs d. If work is completed under a PowerTrust Ultra contract, inspect battery monitoring system e. Review Battery Test in history(if applicable) 7. General a. Customer Consultation b. Verbal Recommendations c. General Observations Following the Preventive Maintenance inspection, a written report will be provided detailing the results of the inspection, and making specific recommendations toward future remedial action, upgrades, or sparing. Eaton and PowerTrust are trade names,trademarks,and/or service marks of Eaton Corporation or its subsidiaries and affiliates. Scope of Work Attachment R-2 Revision 10/14 Page 2 of 2 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 111111111 +ui Powering Business Worldwide Eaton Valve Regulated (Sealed) Battery System Preventive Maintenance Scope of Work Attachment R-5 Battery Maintenance of Battery Equipment includes, and is expressly limited to, those tasks set forth below based on IEEE 1188. Due to the size and type of battery, testing and work procedures vary between battery jars above and below 100 watts per battery; work procedures may vary by UPS and battery type and may be limited by safety requirements. All additional work will be billable at the applicable rates per Attachment X-1. Below Performed During Each Preventive Maintenance Visit': 100W/Jar 100W+/Jar A. Measure and Record the following: 1. Individual cell/battery float voltages and overall float voltage Yes Yes 2. Charger output current and voltage Yes Yes 3. AC ripple current and voltage imposed on the battery Yes Yes 4. Internal ohmic values of each cell/battery or perform a continuity No Yes test of each cell/battery 5. Connection Resistance of 100% of the inter cell/battery connection No Yes 6. Ambient temperature and ventilation status Yes Yes 7. Negative terminal temperature of all cells/batteries No Yes B. Visually inspect conditions and appearance of the following: 1. Connection terminals inter cell/battery connectors, cables and Yes Yes associated hardware 2. Cell/battery covers, containers, and post seals Yes Yes 3. Battery racks or cabinets and associated components and Yes Yes hardware for structural integrity 4. Inspect cleanliness/corrosion of batteries, cabinet, rack and area Yes Yes 5. Battery monitoring equipment (if present) Yes Yes 6. Cell/battery jar or cover, noting any excessive distortion Yes Yes C. Perform cleaning of all accessible surfaces as required Yes Yes D. Performed Once Per Calendar Year: The yearly maintenance procedure should include all of the above with the addition of the following: 1. Measure and record the connection resistance of 100% of the inter No Yes cell/battery connections. 2. Refurbish and re-torque any connection where the resistance is above No Yes 20% of the average. E. Reporting Each Preventive Maintenance Visit: 1. The technician(s)will issue the customer a verbal report summarizing the condition of the battery and identifying any critical issues before Yes Yes leaving the customer's site. 2. A detailed report containing all readings and observations will be sent No Yes to the customer within five business days. Eaton is a trademark of Eaton Corporation Scope of Work Attachment R-5 Rev. 11/13 Page 1 of 1 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 111111 1 11111 Powering Business Worldwide Eaton Ancillary Device Parts and Labor Coverage Scope of Work Attachment R-10 If Customer has purchased Corrective Maintenance Coverage for the UPS "Power Module" and ancillary devices are directly connected to the covered equipment, parts and labor coverage may extend to the ancillary device based on the device type. "Directly connected" is defined as electronically controlled or interfaced to a Power Module. Ancillary devices may be eligible for optionally purchased parts and labor coverage. Regardless of ancillary device parts and labor coverage, preventive maintenance of these ancillary devices is limited to inspection and testing via an optionally purchased UPS Power Module (or other device) preventive maintenance scope of work. There shall be no separate field activity report beyond the relevant comments from the UPS preventive maintenance report (FAR). Covered ancillary device types (if connected to covered equipment, these devices assume parts and labor coverage of covered equipment): • SBM (System Bypass Module), which includes UL 1778 "Uninterruptible Power Systems"version —Ancillary coverage includes static switch but only if parts and labor coverage is purchased on all associated UPS modules • SSBM (Switchboard System Bypass Module), which includes UL 891 "Switchboards"version or UL1558 "Metal-Enclosed Low-Voltage Power Circuit Breaker Switchgear"version—Ancillary coverage includes static switch but only if parts and labor coverage is purchased on all associated UPS modules • MBP—Maintenance Bypass Panel • IAC— Integrated Accessories Cabinet • Remote monitor panel • Hot Tie • Parallel cabinet • Battery cabinet and battery breakers (excludes battery jars, cells or battery parts) Covered components within covered ancillary devices shall include the electronic control portion designed and built by Eaton (Powerware series)for metering, monitoring, and controls for transferring of loads. Items covered include logic boards, power supplies, relays, and control circuitry, SSBM displays, Hot-Tie Display and programmable logic controllers (PLC). Excluded components within covered ancillary devices shall be: circuit breakers, power quality metering, transient voltage surge suppressors (TVSS), metering and switches, non-UPS operation related control circuitry, non-UPS operation related programmable logic controllers (PLC). Excluded ancillary device types (parts and labor coverage may be optionally purchased): • Batteries (EBM, EBC) • Battery Monitoring Systems • IDC— Integrated Distribution Cabinet • Switchgear(coverage not available for purchase) • Standalone STS—Static Transfer Switch device (e.g., Cyberex Switch) • PDU— Power Distribution Unit Scope of Work Attachment R-10 Revision 2/15 Page 1 of 2 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 will 1 11111 Powering Business Worldwide • PDR— Power Distribution Rack • RPP— Remote power Panel • EMS-UGK • Battery Disconnect Circuit Breaker • Flywheel • ATS/MTS—Automatic or Manual Transfer Switch • TVSS—Transient Voltage Surge Suppressor • PFC— Power Factor Correction • ePDU • Racks and cabinets • Software (e.g., Foreseer) Eaton is a trade name,trademark and/or service mark of Eaton Corporation or its subsidiaries and affiliates. Scope of Work Attachment R-10 Revision 2/15 Page 2 of 2 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 OODD1i' � 1111 6 PowennQQ Business Worldwide Eaton UPS Flex Onsite Service Parts and Labor Coverage Scope of Work Attachment R-30 This scope of work is shared by the power quality equipment types listed in the below table. Note the applicable features vary by type of equipment being contracted and additional scopes of work may be required. All checks or processes may not be applicable to all equipment types or models. Equipment Type Electronics Corrective Battery Corrective Tech Maintenance Coverage Maintenance Coverage Support Eaton 3 Phase UPS Yes No Yes Eaton 1 Phase UPS Yes Yes Yes Eaton DC Yes No Yes Eaton PDU/PDR/RPP/STS Yes No Yes Flywheel Yes No Yes Non Eaton equipment(MVS) Yes No Yes If optionally purchased by Customer within the first three (3)years of a Eaton" 3 Phase UPS installation date (first startup) OR, If optionally purchased by Customer in conjunction with one or more annual on-site UPS Power Module Preventive Maintenance SOW R-2 of the same duration, Contractor will provide: 1. Electronics Corrective Maintenance Coverage: Inspection and repair of the electronic portion of the UPS (or other equipment type), or"Power Module" shall be performed as needed during the contracted period of maintenance at no extra charge to Purchaser. Remedial maintenance provided by Contractor shall include, and be expressly limited to, maintenance to the Power Module, travel expenses, all necessary parts replacement, adjustments and repairs. If the Purchaser maintains Eaton spare parts at the maintenance site, Contractor may, at its option, use those spare parts in the performance of Corrective Maintenance and shall replace the spare pads, which it so uses, at no cost to the Purchaser. Exclusions: certain wear parts are excluded from electronics corrective coverage including batteries and full capacitor replacement. All Corrective Maintenance to Battery System, if any, will be in accordance with battery manufacturers' warranty or separate agreement, if any. For Flywheel coverage: any failure due to lack of recommended bearing replacement, vacuum pump replacement(or"major maintenance" per manufacturer recommendation)will not be included under corrective maintenance coverage and will be billable at current time and material rates. Eaton 93PM, 9390 and 9395 UPS models have a special policy on capacitor replacements: DC link capacitors are eligible for inspection and repair at no extra charge (excludes AC capacitors). Scope of Work Attachment R-30 Revision 12/12 Page 1 of 2 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 OODD1i' � 1111 6 Powering Business Worldwide 2. Battery Corrective Maintenance Coverage (Limited to 1 Phase UPS Models and BladeUPS): Inspection and repair of the internal battery portion of the UPS (or other equipment type), or "Internal Battery" shall be performed as needed during the contracted period of maintenance at no extra charge to Purchaser. Remedial maintenance provided by Contractor shall include, and be expressly limited to, maintenance to the Internal Battery, travel expenses, all necessary parts replacement, adjustments and repairs. External battery coverage, if applicable, must be purchased separately if external batteries or battery cabinets exist. 3. 7x24 Technical Support: technical support via telephone or email to Contractor shall be available to answer product or support questions. 4. Customer Web Account Access: Contractor will provide Purchaser with web-based access to account information and site service records. Access will be password restricted for maximum security of Purchaser records. A history of service performed, as well as scheduled service calls will be available. The Purchaser shall, from the commencement date of the Service Agreement, maintain the UPS Power Module in accordance with the published operating specifications for the Power Module at the time of purchase. The Purchaser shall, unless otherwise specified in the Service Agreement, maintain the Battery System in strict accordance with the Battery System manufacturer's recommended maintenance guidelines. Eaton is a trade name,trademark and/or service mark of Eaton Corporation or its subsidiaries and affiliates. Scope of Work Attachment R-30 Revision 12/12 Page 2 of 2 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 Powering Business Worldwide EATON CORPORATION SERVICE AGREEMENT- TERMS AND CONDITIONS (T-0) TERMS AND CONDITIONS: The terms and conditions set forth herein, and any supplements which may be attached hereto, constitute the full and final expression of the contract for the sale of UPS services by Eaton Corporation, and supersede all prior quotations, purchase orders, correspondence or communications whether written or oral between Eaton Corporation and the customer. Notwithstanding any contrary language in the customer's purchase order, correspondence or other form of acknowledgment, customer shall be bound by these terms and conditions when it sends a purchase order or otherwise indicates acceptance of this contract, or when it accepts delivery from Eaton Corporation of the products or services. THE CONTRACT FOR SALE OF SERVICES IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS STATED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY CUSTOMER ARE REJECTED UNLESS EXPRESSLY AGREED TO IN WRITING BY CONTRACTOR. No contract shall exist except as herein provided. 1. DEFINITIONS: As used in this Service Agreement,the terms listed below shall have the following meanings: "Agreement" shall mean Eaton Corporation's Service Agreement Terms and Conditions, the quote, and the applicable Scope(s)of Work." "Battery"shall mean the electric storage portion of a UPS. "Contractor"shall mean Eaton Corporation. "Covered Equipment"shall mean the equipment as listed on the quote. "CPM"shall mean the Contracted Period of Maintenance or Hours of Service. "Customer"shall mean the purchaser of this Agreement. "Drop Ship Items" shall mean batteries, battery monitoring systems, battery containment, battery materials, racks and cabinets. "Emergency Service"shall mean all services provided on an as needed basis that is not scheduled in advance "PCS"shall mean Pre-Contract Survey. "On-Site"shall mean Service performed at Customer's physical location as listed on the quote. "Power Module"shall mean the electronic portion of a UPS or other power quality device. "Scope of Work" shall mean the services, procedures, methods, exclusions and coverage as purchased by the Customer "Service" shall mean installation, maintenance (including Preventive Maintenance as defined in Scope of Work Attachment R-2), repair, inspection, adjustment, and remote monitoring services (including the PredictPulse Service as defined in Scope of Work, Attachment R-32) performed on the Covered Equipment by Contractor or otherwise provided by Contractor in connection with the Covered Equipment. "UPS"shall mean Uninterruptible Power Supply which is comprised of the Power Module and Batteries. 2. ELIGIBILITY: All Covered Equipment that has experienced a lapse in Service coverage with the Contractor(or factory warranty coverage) or has had no service history with Contractor within the previous ninety (90) days, is subject to a PCS inspection by Contractor prior to eligibility for any Service under this Agreement. Customer is subject to charges for a PCS inspection at Contractor's then current Time and Material Service Rate Schedule(refer to Exhibit 1-PCS and Attachment X-1). If a PCS inspection is required for eligibility, a list of the equipment requiring a PCS inspection will be provided to Customer and will be incorporated into this Agreement. 3. HOURS OF SERVICE: Contractor will provide scheduled and emergency services portal-to-portal 8:00AM to 5:00 PM Monday-Friday (alternatively described as "5X8 Service") excluding all holidays observed by Contractor. The Customer may optionally purchase extended hours of scheduled and Emergency Service coverage (alternately described as "7x24 Service") which will include Emergency Service being provided on all holidays observed by Contractor. Notwithstanding anything herein or otherwise to the contrary, scheduled services are not available on Contractor's observed holidays. Contractor's observed holidays shall be the same as public holidays for Federal employees as established by U.S. Federal law(5 U.S.C. 6103). 4. ON-SITE RESPONSE TIME: Following Customer's request for Service, Contractor will arrive at the location of the Covered Equipment the next business day or if optionally purchased by Customer, Contractor will arrive at the location of the Covered Equipment within eight(8), four(4)or two (2)CPM hours, provided the Covered Equipment is located within one hundred (100) miles of a Contractor service location. Response time does not include battery replacement service. Terms and Conditions(T-0) Rev.3/16 Page 1 of 4 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 Powering Business Worldwide 5. LABOR AND MATERIAL RATES: For any additional Service outside the Scope(s) of Work purchased for Covered Equipment under this Agreement, Customer shall be billed at Contractor's then current Time and Material Rate Schedule(refer to Attachment X-1). This excludes any flat-rate quoted by Contractor representative. 6. ENGINEERING CHANGES: All engineering changes deemed necessary by Contractor will be installed during scheduled Service visits during the CPM. Any engineering changes deemed optional by Contractor will be offered to Customer on an as-available, per charge basis. 7. CUSTOMER'S RESPONSIBILITY: A. Communication and Scheduling - Customer shall contact Contractor's Customer Reliability Center(1-800-843- 9433) regarding all Service and Preventive Maintenance requests and all other matters arising out of or relating to this Agreement. With respect to Preventive Maintenance purchased by Customer, it shall be Customer's responsibility to contact Contractor to schedule the Preventive Maintenance. In the event that Customer fails to schedule and/or does not permit,for any reason, Preventive Maintenance to be completed within ninety(90)days of the scheduled service date, Contractor's obligation for that Preventive Maintenance shall be considered fulfilled. B. Movement- If Covered Equipment is moved to another location within the United States, Service coverage will continue only upon the following conditions: (i) Customer shall notify Contractor in writing at least thirty(30)days in advance of power-down of Covered Equipment; (ii) Contractor reserves the right to supervise the power-down, disconnection, rigging, packing, movement, unpacking, reinstallation and re-start of the Covered Equipment for which Customer will be charged according to Contractor's then current Time and Material Service Rate Schedule; and (iii) resumption of Service coverage under this Agreement is subject to acceptance by Contractor of Covered Equipment at the new location. C. Safety-Customer shall, at all times during the provision of Service hereunder, have a representative present at the Service site at no cost to, and solely for, the safety of Contractor. D. Access - Customer shall grant ready access to the Covered Equipment, subject to reasonable security requirements, so that Contractor may perform Service under this Agreement. Costs associated with site access requirements, which are defined by the Customer, are not deemed acceptable nor are included in the Contractor's price unless otherwise agreed to in writing by the parties. Contractor reserves the right to review, accept and provide Customer with any costs associated with such site access requirements as needed during the term of this Agreement. 8. TERM AND TERMINATION: This Agreement and all that is stated herein shall automatically be renewed for successive twelve (12) month periods at the prices in effect at the time of each renewal. Customer will be provided written notice of renewal of the Agreement sixty(60)days prior to its expiration, stating the prices for the applicable renewal term. In the event Customer elects not to renew this Agreement, Customer shall provide thirty (30) days written notice prior to the expiration of this Agreement. Notwithstanding the foregoing, Customer or Contractor may terminate this Agreement at any time upon thirty(30)days written notice to the other, subject to Section 16 herein. BATTERY REPLACEMENT SERVICESAND TERMINATION: Prices stated in a quote do not include installation, freight, and handling charges unless these items are specifically listed and priced in the quote. Prices stated in a quote are F.O.B. factory (unless otherwise stated) and title and risk of loss to each article sold by Contractor to Customer shall pass to Customer upon delivery at the F.O.B. point. Shipment estimates are after receipt of Customer's purchase order at the factory. If drawings are required for approval before Contractor is authorized to proceed with manufacture, then shipment estimates are after receipt of written approval to proceed. If the Customer cannot accept delivery of equipment, Customer will arrange for storage. Contractor shall not be liable or responsible for any damages or loss for delay or default in delivery due to any cause beyond Contractor's reasonable control, nor shall Customer cancel or have the right to cancel its purchase order because of delays or default in delivery due to such causes. Customer may not cancel or terminate its purchase order without prior written notice to the Contractor and upon payment of cancellation charges which shall take into account, among other things, expenses already incurred and commitments made by the Contractor. Cancellation charges are as follows: for batteries and Drop Ship Items, Terms and Conditions(T-0) Rev.3/16 Page 2 of 4 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 NW HIV Powering Business Worldwide cancellation 31 days or more prior to shipment, 50%of the total invoice; between 0-30 days prior to shipment, 100% of the total invoice. Changes made to an order may be subject to increase or decrease in purchase order amount, change order charges, and changes in schedule date. Customer is responsible for return freight charges related to cancellation. 9. END OF SERVICE LIFE ("EOSL")/BEST EFFORTS: Contractor may designate a Power Module as "End of Service Life/Best Efforts" which shall mean that limited parts are available or Service will be provided on a best efforts basis. This designation will be indicated on the quote provided to Customer for Service renewal. In the event that Contractor cannot perform or complete a covered repair, Contractor may terminate coverage subject to Section 8 herein. Customer may request a pro-rated refund for the terminated portion of this Agreement, subject to Section 16 herein. Customer acknowledges EOSL/Best Efforts designation on the quote will serve as Contractor's notice of limited service support and its recommendation to replace or decommission the Power Module. 10. INSURANCE: During the term of this Agreement, Contractor, at its own cost and expense, shall maintain in full force and effect the following insurance with sound and reputable insurers: (1)worker's compensation insurance in accordance with the statutory requirements of the state where the Service is to be performed; (2)automobile liability insurance on all motor vehicles licensed for highway use, both owned and non-owned; and (3) commercial general liability insurance for bodily injury and property damage. 11. WARRANTY: Contractor shall perform all Service in a professional and workmanlike manner. Contractor warrants repairing or replacing defective parts or materials and correcting defective workmanship reported to Contractor and/or diagnosed by Contractor's personnel during the term of this Agreement. Contractor warrants its corrective maintenance and replacement parts to be free from defects in material and workmanship for the term of this Agreement or for a period of ninety (90)days from the completion date of the repair or replacement of parts or materials, whichever is longer. In the event the parts or materials fail to meet published specifications due to a defect in parts or materials or workmanship covered by this Warranty, Contractor, at its discretion, will repair or replace the warranted parts or materials at no cost to Customer. This Warranty shall not apply to any Power Module and/or Battery that has been: (i) subject to damage caused by accident, fire, flood, lightning, vandalism, acts of God, Customer's neglect, misuse, misapplication, incorrect connection or external damage; (ii) subject to repair or alteration by Customer(or a third party) not authorized by Contractor in writing; or(iii) moved without thirty (30) days' notice to Contractor. Contractor reserves the right to supervise the move. THIS WARRANTY IS EXCLUSIVE EXCEPT FOR WARRANTY OF TITLE. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORRECTION OF NON-CONFORMITIES IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED ABOVE SHALL CONSTITUTE CONTRACTOR'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR FAILURE OF CONTRACTOR TO MEET ITS WARRANTY OBLIGATIONS, WHETHER CLAIMS OF CUSTOMER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. Parts or materials supplied, but not manufactured by Contractor, are warranted solely by the manufacturer. Contractor's obligation under this Warranty is conditioned upon receipt of all payments due from Customer. 12. ASSIGNMENT: Neither party shall assign this Agreement or any of its rights and interests herein without the prior written consent of the other party. Notwithstanding anything in this Agreement or otherwise to the contrary, upon written notice to the other party, either party may assign this Agreement or any of its rights and interests herein to: (i)any parent, subsidiary, affiliated or successor corporation; or the purchaser of any of these entities; (ii) any corporation to which the party has sold all or substantially all of its assets (including the purchaser of any of the party's subsidiaries); or(iii)any corporation or legal entity with which the party may merge or consolidate. 13. SUBCONTRACTING: Contractor reserves the right to subcontract any portion of Service provided for under this Agreement without the prior consent of Customer. 14. INDEMNITY: Subject to Section 15 herein, Contractor shall defend, indemnify and hold harmless Customer, its officers, employees and agents (Indemnified Parties), from and against any and all claims, liabilities, damages, demands, losses, causes of action and suits brought against the Indemnified Parties, to the extent they result directly from or out of(1) bodily injury to or death of any person or damage to or destruction of any property caused by the negligent acts, errors, omissions or willful misconduct of Contractor, its agents or employees, and (2) any violation of federal or state law, regulation, order, rule or of any other governmental authority having jurisdiction by Contractor, its employees or agents,while Contractor is performing work on site.to the extent provided by North Carolina Terms and Conditions(T-0) Rev.3/16 Page 3 of 4 DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 Powering Business Worldwide 15. LIABILITY: The remedies of the Customer set forth in this Agreement are exclusive and are its sole remedies for any failure of Contractor to comply with its obligations hereunder. Notwithstanding anything in this Agreement or otherwise to the contrary, in no event shall Contractor or Customer, or their respective officers, directors, employees or agents be liable to the other for damage to property or equipment, other than to equipment sold or serviced hereunder, or any incidental, indirect, special or consequential damages, such as, but not limited to, delay damages, lost profits or revenue, lost data, loss of use or lost opportunity damages, resulting from or in connection with any claim or cause of action, whether brought in contract or in tort, even if Contractor or Customer knew or should have known of the possibility of such damages. The total cumulative liability of Contractor arising from or related to this Agreement whether the claims are based in contract, in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the product or services on which such liability is based. 16. PAYMENT: All payments are due net thirty (30) days in full from date of invoice. Customer shall be invoiced for, and shall pay for, all Service not expressly provided for by the terms hereof, such as, but not limited to, site calls involving no-fault found inspections where no corrective maintenance was required. If any payment is not made when due, Contractor reserves the right to refuse to provide any further Service until such payment has been received. Customer shall be liable for expenses, including reasonable attorneys' fees, associated with collection proceedings for non-payment. In the event of early termination: i)Customer will be liable for any Service rendered to the reasonable satisfaction of Customer prior to the effective date of termination; and ii)Contractor, at its discretion, will provide a credit against any advance payments received as follows: a) a pro-rated amount based on the terminated portion of the fixed-price fee due Contractor; or b) an amount based on the difference between the amount paid by Customer prior to the effective date of early termination and the actual cost of Service completed (including emergency repair calls)by Contractor prior to the effective date of early termination. 17. TAX: Contractor's price is exclusive of any applicable tax. All orders will be subject to all applicable sales tax unless a current tax exemption certificate is on file with Contractor covering the state where Covered Equipment under this Agreement is located. 18. PARTS: Unless otherwise agreed to by the parties in writing, all parts removed for replacement shall be Contractor's property. Parts used from Customer-owned spare parts kit shall be replaced by Contractor at no cost. Replacement parts shall be new or of the same quality as new. 19. FORCE MAJEURE: Contractor shall not be liable for any failure to perform, or delay in performing Service for Customer to the extent that such failure or delay results from causes beyond its reasonable control including, without any limitation, any act of God, war, revolution, riot, civil commotion, labor strike or any applicable governmental or judicial law or regulation, order or decree. 20. INFORMATION: All information of Customer shall be deemed non-confidential and Contractor will be under no duty of non-disclosure unless both parties execute a mutual non-disclosure agreement. 21. GENERAL: The terms and conditions of this Agreement cannot be modified or waived except by a writing signed by the parties hereto and waiver by Contractor or Customer of any provision hereof in any one instance shall not constitute a waiver as to any other instance. If a provision of this Agreement is invalidated for any reason, this Agreement remains binding except for such invalid provision. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina. Customer and Contractor hereby agree that all disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the state and federal courts located in Wake County, North Carolina. Eaton is a trademark of Eaton Corporation. Terms and Conditions(T-0) Rev.3/16 Page 4 of 4